Sale or Transfer of Shares. Notwithstanding anything to the contrary in the Program or the Agreement, the Employee shall not be permitted to sell or otherwise dispose of the Shares acquired pursuant to the Award in Russia. The Employee may sell the Shares only through a broker established and operating outside Russia.
Sale or Transfer of Shares. Notwithstanding anything to the contrary in the Program or the Agreement, the Employee shall not be permitted to sell or otherwise dispose of the Shares acquired pursuant to the Award in Russia. The Employee may sell the Shares only through a broker established and operating outside Russia. Any Shares issued upon vesting shall be delivered to the Employee through a brokerage account in the U.S. The Employee may hold the Shares in his or her brokerage account in the U.S.; however, in no event will Shares issued to the Employee under the Program be delivered to the Employee in Russia. The Employee is not permitted to sell Shares directly to other Russian legal entities or individuals.
Sale or Transfer of Shares. Subject to the Company's right of first refusal as set forth in Section 3 of the attached Settlement Agreement and subject to any applicable lock-up agreement on the part of Shareholder as provided in Section 13.B. of the attached Settlement Agreement, if at any time during the term of this Agreement the Shareholder desires to sell or transfer all or a portion of the Shares to a third party, he shall have the right to do so by notifying the Trustee in writing of his intent to sell or transfer such portion of the Shares. The Trustee shall make the appropriate notations in the records of the Trust and shall, after the transferor has delivered the Voting Trust Certificate(s) representing that portion of the Shares to be transferred to the Trustee for cancellation, issue new Voting Trust Certificate(s) to the transferee and transferor, as applicable, representing the portion of the Shares transferred to the transferee and the portion retained by the transferor, if applicable. Any transferee of such portion of the Shares shall become a party to and agree to be bound by this Agreement. Any purported transfer of all or a portion of the Shares to a person or entity that has not become a party to this Agreement shall be null and void. Any transferee of all or a portion of the Shares shall have all rights and shall be subject to all limitations of the transferor under the applicable Voting Trust Certificate and this Agreement with respect to the Shares so transferred to such transferee.
Sale or Transfer of Shares. Legend. ----------------------------------
3.1. The Registrable Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) Transcend first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to Transcend, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
3.2. Each certificate representing the Registrable Shares shall bear a legend substantially in the following form: The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or applicable state securities laws and may not be transferred or otherwise disposed of unless and until such shares are registered under the Act and such laws or (1) registration under applicable state securities is not required and (2) an opinion of counsel satisfactory to Transcend is furnished to Transcend, to the effect that such registration under the Act is not required."
Sale or Transfer of Shares. 7.1 Subject to obtaining SUREBEAM’s prior written approval, which shall not be unreasonably withheld, RESAL shall be entitled to transfer its shares in the Company to new investors until such time the Company opens its first Processing Facility in the Kingdom. Without prejudice to the foregoing, no shareholder shall be entitled to transfer all or part of its interest in the Company, whether with or without consideration, either to another shareholder or to a third party, except after complying with the pre-requisites detailed in the following paragraphs of this Article 7:
(a) A shareholder may after giving prior written notice to each other Party and satisfying the following conditions, transfer all or part of its shares to an Affiliate, provided that the transferring Party provides a guarantee of the contractual obligations of the Affiliate under this Agreement in the form attached hereto as Exhibit E and the Affiliate agrees to be bound by all terms and conditions of this Agreement by executing a deed of adherence in the form attached hereto as Exhibit D.
(b) A shareholder wishing to transfer part or all of its shares to a party other than an Affiliate pursuant to Article 7.1(a) above shall notify the other shareholder(s) of this in writing, through the Chairman of the Board of Managers, mentioning the name of the purchaser and (for information purposes only) the offer price and terms of transfer. The Chairman shall forthwith notify the other shareholder(s) and the following shall apply:
(i) Each other shareholder shall have a pre-emptive right to purchase the shares to be sold, which right shall be exercisable at the value specified in sub-paragraph (b)(ii) of this Article, provided that such right is exercised within forty five (45) days from the date of receipt of the Chairman’s notification referred to above. Each shareholder wishing to exercise this pre-emptive right must offer to purchase all of the shares to be sold. However, if this right is exercised by more than one shareholder, the shares shall be divided pro-rata in proportion to the level of equity held by each shareholder at the date of redemption.
(ii) The shareholders hereby agree that the value of shares over which the pre-emptive right is to be exercised shall be the actual value, which actual value the shareholders from now agree shall be calculated on the basis of the fair market value of the shareholding which is being sold, determined in accordance with Article 16 hereof.
(iii) Shou...
Sale or Transfer of Shares. (a) In addition to the other transfer restrictions set forth in this Agreement, the shares of Common Stock and any shares of Common Stock issued or issuable upon conversion of the Convertible Preferred Stock shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
(b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for a transfer by a Purchaser that is a partnership to a partner of such partnership.
Sale or Transfer of Shares. Legend. -----------------------------------
Sale or Transfer of Shares. Except pursuant to a Change of Control (as defined below), Buyer and IHC will not, and will cause their Affiliates not to, sell, pledge, encumber or otherwise transfer, or agree to sell, pledge, encumber or otherwise transfer, directly or indirectly, any shares of Common Stock for a period of six months from and after the Closing Date; provided, that prior to the expiration of such period with the prior written consent of the Corporation, and thereafter in its sole discretion, Buyer or IHC may sell, pledge, encumber or otherwise transfer Common Stock (a) (i) in any transaction (other than a transaction described in (iii) below) in compliance with Rule 144 under the Securities Act or any successor rule or regulation, (ii) in a public offering, registered under the Securities Act or (iii) in a private transaction exempt from the registration requirements of the Securities Act (but only if Buyer or IHC, as applicable, reasonably believes after due inquiry that the acquiror, following such transaction, will not be the beneficial owner of more than 5% of the outstanding shares of Common Stock), and (b) to Permitted Transferees. A "Permitted Transferee" means a Person that (A) has agreed in writing to be bound by the terms (including Exhibit B) of this Agreement and (B) is a Person that is an Affiliate of Buyer.
Sale or Transfer of Shares. (a) The Registrable Shares shall not be sold or transferred unless either (i) they shall have been registered under the Securities Act, or (ii) META shall have been furnished with an opinion of legal counsel, satisfactory to META, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
(b) Each certificate representing Registrable Shares shall bear a legend substantially in the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH SHARES ARE REGISTERED UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.
Sale or Transfer of Shares. Legend.
(a) The Registrable Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
(b) Each certificate representing the Registrable Shares shall bear a legend substantially in the following form: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be offered, sold, or otherwise transferred, pledged, or hypothecated unless and until such shares are registered under the Act or an opinion of counsel satisfactory to the Company is furnished to the Company, to the effect that such registration is not required." The foregoing legend shall be removed from the certificates representing any Registrable Shares at the request of the holder thereof, at such time as they become registered under the Securities act or eligible for resale pursuant to Rule 1 44(k) under the Securities Act.
